Exhibit 10.11


    
      

    


    EXHIBIT
      10.11

    


    PRIVATE
      PLACEMENT PURCHASE AGREEMENT dated February 2, 2004 by and among COLONIAL
COMMERCIAL
      CORP., a New York corporation (the "Company"), and the persons who are signing
      counterparts of this
      Agreement as "Investors."

    Preliminary
      Statement

    
      	
              1.

            	
              Purchase
                of Shares.

            


    

    
      	 	
              (a)

            	
              Each
                Investor hereby purchases the number of shares (the "Shares") of
                Company
                Common Stock that is set
                forth opposite his name below. The purchase price is $0.60 per share,
                and
                is payable in cash immediately.

            


    

    
      	 	
              (b)

            	
              The
                Company will cause stock certificates for the Shares to be issued
                to
                Investors promptly.

            


    

    
      	
              2.

            	
              No
                representations or warranties by the
                Company.

            


    

    
      	 	
              (a)

            	
              Neither
                the Company nor any officer or director of the Company is making
                any
                representation or warranty
                to Investors regarding any matter or
                thing.

            


    

    
      	 	
              (b)

            	
              Investors
                are proceeding in this transaction based solely on such investigations
                and
                with such legal, accounting
                tax and other assistance as they have deemed
                appropriate.

            


    

    
      	 	
              (c)

            	
              An
                investment in the Shares entails substantial
                risks.

            


    

    
      	
              3.

            	
              Representations
                by Investors

            


    

    
      	 	
              (a)

            	
              Each
                Investor is an officer or director of the Company or otherwise has
                a close
                relationship with the Company. He understands that the Company has
                recently filed its SEC 10Q reports through September 30,
                2003, has received copies of same and that its shares have been delisted
                from NASDAQ, and that its bank debt is payable immediately on
                demand.

            


    

    
      	 	
              (b)

            	
              Each
                Investor represents and warrants to the Company
                that:

            


    

    
      	 	
              (i)

            	
              he
                has sufficient knowledge and experience in financial and business
                matters
                to be able to evaluate the
                risks and merits of the investment represented by the purchase of
                the
                Shares;

            


    

    
      	 	
              (ii)

            	
              he
                is able to bear the economic risks of such investment, including
                the risk
                of losing all such investment, and he has no need for liquidity with
                respect to his investment;

            


    

    
      	 	
              (iii)

            	
              he
                understands that no prospectus, offering circular or other offering
                statement containing information
                with respect to the Company and the Shares or with respect to the
                Company's business is
                being issued;

            


    

    
      	 	
              (iv)

            	
              he
                has had the opportunity to ask questions and receive answers from
                knowledgeable individuals concerning
                the Company, its business and the
                Shares;

            


    

    
      	 	
              (v)

            	
              he
                understands that the Shares (a) are not being registered (or, with
                respect
                to state securities or Blue
                Sky laws, otherwise qualified for sale) under the Securities Act
                of 1933,
                as amended (the "Act"),
                or under the securities or Blue Sky laws and regulations of any state
                and
                the Company is not agreeing
                to register the Shares, and (b) cannot be sold, transferred or otherwise
                disposed of unless subsequently
                registered under the Act and applicable state securities or Blue
                Sky laws
                or pursuant to an exemption from such registration which is available
                at
                the time of desired sale, and will bear a legend
                to that effect;

            


    

    


    
      	 	
              (vi)

            	
              he
                is aware that the information and conditions necessary to permit
                routine
                sales of the Shares, or any
                portion thereof, under Rule 144 of the Act are not now available
                and may
                not be available at a time that he wishes to transfer part or all
                of the
                Shares, and that in any event he may then be prohibited
                from engaging in trading because of confidentiality, fiduciary and
                other
                legal requirements;

            


    

    
      	 	
              (vii)

            	
              he
                is an "accredited investor" as defined in Rule 501 (a) of Regulation
                D,
                promulgated under the Act,
                and that at least (1), (2) or (3) applies to
                him;

            


    

    
      	 	
              (1)

            	
              he
                is a director or executive officer of the
                Company,

            


    

    
      	 	
              (2)

            	
              his
                individual net worth, or his joint net with his spouse, exceeds
                $1,000,000, or

            


    

    
      	 	
              (3)

            	
              his
                individual income was in excess of $200,000 in each of the two most
                recent
                years, or his joint income with his spouse was in excess of $300,000
                in
                each of those years, and he has a reasonable
                expectation of reaching the same income level in the current
                year;

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (viii)

            	
              he
                is purchasing the Shares for his own account and not with a view
                to resale
                or other distribution thereof inconsistent with or in violation of
                the
                federal securities laws or the securities or Blue Sky laws
                of any state;

            


    

    
      	 	
              (ix)

            	
              he
                is not obligated to transfer any Shares to any other person or entity
                nor
                does he have any agreement
                or understanding to do so; and

            


    

    


    
      	 	
              (x)

            	
              he
                has been advised that he should rely on his own professional accounting,
                tax, legal and financial
                advisors with respect to an investment in the Company and a purchase
                of
                the Shares.

            


    

    
      	
              4.

            	
              Miscellaneous

            


    

    
      	 	
              (a)

            	
              This
                Agreement sets forth in full all understandings of the Company and
                Investors with respect to the subject matter of this Agreement. It
                may not
                be amended or terminated orally. The internal laws of the State of
                New
                York shall govern this Agreement.

            


    

    
      	
            	(b)	
              This
                Agreement may be signed in one or more counterparts each of which
                shall
                constitute an original.

            


    

    


    IN
      WITNESS WHEREOF, the parties have signed this Agreement as of the date set
      forth
      above.

    


    
      	 	 	
              COLONIAL
                COMMERCIAL CORP.

            	 
	 	 	 	 	 
	 	 	
              By:

            	
               /s/
                James W. Stewart

            	 
	 	 	 	
              James
                W. Stewart

            	 


    

    


    
      	
              Investor’s
                Name

            	 	
              Signature

            	 	
              Number
                of Shares

            
	 	 	 	 	 
	
              Rita
                Folger

            	 	
              /s/
                Rita Folger

            	 	
              100,000

            
	
              Bernard
                Korn

            	 	
              /s/
                Bernard Korn

            	 	
              165,000

            
	
              William
                Pagano

            	 	
              /s/
                William Pagano

            	 	
              165,000

            
	
              Michael
                Goldman

            	 	
              /s/
                Michael Goldman

            	 	
              170,000